Sec Form 4 Filing - LAMPERT EDWARD S @ SEARS HOLDINGS CORP - 2019-02-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LAMPERT EDWARD S
2. Issuer Name and Ticker or Trading Symbol
SEARS HOLDINGS CORP [ SHLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1170 KANE CONCOURSE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2019
(Street)
BAY HARBOR ISLANDS, FL33154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 32,348,223 D ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock, par value $0.01 per share 20,192,514 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock, par value $0.01 per share 150,124 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 )
Common Stock, par value $0.01 per share 193,341 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Second Lien Term Loan ( 8 ) 02/01/2019 P 03/20/2018 07/20/2020 Common Stock, par value $0.01 per share 44,420,026 ( 9 ) ( 10 ) $ 222,100,130.95 ( 9 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 11 )
Second Lien Term Loan ( 8 ) 02/01/2019 P 03/20/2018 07/20/2020 Common Stock, par value $0.01 per share 20,290,065 ( 9 ) ( 10 ) $ 101,450,323.88 ( 9 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAMPERT EDWARD S
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X X
JPP, LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X
ESL PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X
JPP II, LLC
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X
SPE I Partners, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X
SPE Master I, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X
RBS PARTNERS, L.P.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X
ESL INVESTMENTS, INC.
1170 KANE CONCOURSE, SUITE 200
BAY HARBOR ISLANDS, FL33154
X
Signatures
EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 02/05/2019
Signature of Reporting Person Date
JPP, LLC, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Sole Member 02/05/2019
Signature of Reporting Person Date
ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 02/05/2019
Signature of Reporting Person Date
JPP II, LLC, By: ESL Partners, L.P., Its: Sole Member, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 02/05/2019
Signature of Reporting Person Date
SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 02/05/2019
Signature of Reporting Person Date
SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S.Lampert, Title: Chief Executive Officer 02/05/2019
Signature of Reporting Person Date
RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 02/05/2019
Signature of Reporting Person Date
ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 02/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RB S"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.
( 2 )Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.
( 3 )The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
( 4 )The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (the "Issuer") or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
( 5 )Represents shares of common stock of the Issuer, par value $0.01 per share ("Shares") directly beneficially owned by Partners.
( 6 )Represents Shares directly beneficially owned by SPE I.
( 7 )Represents Shares directly beneficially owned by SPE Master I.
( 8 )The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of JPP or JPP II, as applicable, at a conversion rate of 200 Shares per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).
( 9 )Includes various interest payments on the Second Lien Term Loan that the Issuer and certain of its affiliates, as borrowers, elected to pay by increasing the principal amount of the indebtedness outstanding under the Second Lien Term Loan. These increases in the principal amount of the indebtedness outstanding under the Second Lien Term Loan are exempt from Section 16 of the Exchange Act, pursuant to Rule 16a-9(a) thereunder.
( 10 )The purchases reported in this statement were effected at a transaction price equal to 79.375% of the principal amount of the portion of the indebtedness outstanding under the Second Lien Term Loan that was purchased in connection with this transaction.
( 11 )Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP.
( 12 )Represents the indebtedness outstanding under the Second Lien Term Loan currently directly beneficially owned by JPP II.

Remarks:
Exhibit 99.1 - Joint Filer Information (filed herewith)Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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